Verisign iDefense Protection Third Party Terms

Instart Logic Third Party Offering Terms and Conditions:

 Verisign iDefense Security Intelligence Services

 

Last Updated November 25, 2015

 

THIS INSTART LOGIC THIRD PARTY OFFERING TERMS AND CONDITIONS (THE “VERISIGN TPO AGREEMENT: iDefense”, OR “VTAD”) IS A LEGAL AGREEMENT BETWEEN INSTART LOGIC, INC. (“RESELLER”) AND YOU OR THE LEGAL ENTITY (OR RELATED GROUP OF ENTITIES) THAT YOU REPRESENT (“YOU”, “YOUR” OR “CUSTOMER”), AND SETS FORTH THE TERMS AND CONDITIONS WITH RESPECT TO THE VERISIGN iDEFENSE SECURITY INTELLIGENCE SERVICES YOU MAY HAVE PURCHASED THROUGH RESELLER (THE “VERISIGN SERVICE”). YOUR USE OF THE VERISIGN SERVICE, OR ACCEPTANCE OF AN INSTART SERVICE ORDER DOCUMENT (THE “SERVICE ORDER”) IS YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS IN THIS VTAD, AND YOU HEREBY REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE ENTITY YOU REPRESENT TO SUCH TERMS AND CONDITIONS.  THE TERM OF THIS VTAD SHALL COMMENCE ON THE DATE SET FORTH IN THE SERVICE ORDER (THE “EFFECTIVE DATE”), AND SHALL CONTINUE AS INDICATED IN THE SERVICE ORDER.  YOU ACKNOLWEGDEE THAT CERTAIN TERMS HEREIN ARE REQUIRED BY VERISIGN, AND YOU MAY NOT USE THE VERISIGN SERVICE UNLESS YOU AGREE TO THE TERMS AND CONDITIONS SET FORTH IN THIS VTA.  CAPITALIZED TERMS NOT DEFINED IN THIS VTA SHALL HAVE THE MEANING ASCRIBED TO THEM IN THE INSTARTLOGIC TERMS OF SERVICE. Reseller and Customer may also be referred to individually as a “Party” or collectively as the “Parties” herein. 

 

 

1.  Definitions. Capitalized terms used but not defined in this Service Description will have the meanings as set forth in the Agreement. 

 

1.1 “API” means the application programming interface which consists of interface definitions, generated code libraries and associated tools and documentation.

1.2 “API Key” means one or more unique security keys, tokens, passwords and/or other credentials provided by Verisign and used by Customer to access the applicable Content through the applicable API.

1.3 “Confidential Information” means material, data, systems and other information concerning the operation, business, projections, market goals, financial affairs, products, services, customers and Intellectual Property Rights of the other Party that may not be accessible or known to the general public as well as the terms of the VTAD, and any information which concerns technical details of operation of any of Verisign’s Services provided hereunder

1.4 “Content” means (a) Vulnerability  Content; (b) Threat Indicator Content; and (c) any other cyber intelligence information, alerts, analytical tools and interactive visualizations made available to Customer as part of the iDefense Security Intelligence Services, whether via the iDefense Customer Portal, an API, conference calls, emails, other electronic distribution or other means (as applicable).

1.5 “Customer Consultants” means independent contractors and consultants providing services solely for Customer’s benefit.

1.6 “Distributees” means employees of Customerm other than iDefense Authorized Users, and/or employees of Customer Consultants, other than iDefense Authorized Users.

1.7 “iDefense Authorized Users” means the number of employees of Customer and/or employees of Customer Consultants selected by Customer.   

1.8 “iDefense API” means an API that allows Customer to programmatically access the Content. 

1.9 “iDefense Customer Portal” means a web-based portal (and/or any interfaces or electronic tools related to the iDefense Security Intelligence Services that Verisign may provide from time to time) which provides iDefense Authorized Users with access to Content.

1.10 “iDefense Critical Intelligence Requirements” or “CIRs” means Verisign-defined areas of cybersecurity identified in the iDefense Customer Portal that may be changed from time to time by Verisign in its sole discretion. 

1.11 “iDefense Security Intelligence Services” means the services described in Section 2 herein and any other Verisign Works provided in connection therewith.

1.12 “iDefense Threat Indicator API” means an API that allows Customer to programmatically access the Threat Indicator Content.

1.13 “iDefense Vulnerability API” means an API that allows Customer to programmatically access the Vulnerability Content.   

1.14 “Intellectual Property Rights” mean any and all now known or hereafter existing rights associated with United States and foreign copyrights (including, without limitation, the right to use, reproduce, modify, distribute, publicly display and publicly perform the copyrighted work), database rights, trademarks (including, without limitation, trade dress, trade names, service marks, corporate names and logos), inventions, patents (including, without limitation, the right to make, use, offer for sale and sell), patent applications, software, firmware, know-how, trade secrets, moral rights and all rights or forms of protection of proprietary rights of every kind and of a similar nature, or having similar effect to any of them, which may exist throughout the world  however designated, whether or not any of them is registered, and including applications for registration for any of the foregoing.

1.15 “Indicator” means a discrete data point that allows for identification or detection of a threat within an information technology infrastructure.  Examples of Indicators include, but are not limited to, IP addresses, domain names and URLs.

1.16 “RFI” means a Request for Information submitted by Customer.

1.17 “Threat Indicator Content” means up-to-date streams of Indicators that enable Customer to detect or prevent malware infections within Customer’s network.

1.18 “Vulnerability Content” means the aggregation, analysis and validation of both public and zero day vulnerabilities from multiple public sources and internal research. 

 

2. Service Description. Verisign shall provide the iDefense Security Intelligence Services selected by Customer, each of which is more fully described below. 

 

2.1 Verisign License Grant – iDefense Customer Portal. If selected by Customer, during the Term Reseller grants to Customer and Customer accepts, a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable right and license for the iDefense Authorized Users to access and use, solely in accordance with the terms and conditions herein and any applicable instructions or documentation provided by Reseller and/or Verisign, (a) the iDefense Customer Portal for the purposes of viewing and accessing the Content; and (b) the Content for the management and protection of Customer’s networks, systems and assets, which includes the right to distribute the Content to Distributees, provided such Distributees are aware of, and agree to, the restrictions relating to the Content set forth herein.

 

2.2 Verisign License Grant – iDefense API. If selected by Customer, during the Term Reseller grants to Customer and Customer accepts, a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable right and license for the iDefense Authorized Users to access and use, solely in accordance with the terms and conditions herein and any applicable instructions or documentation provided by Reseller and/or Verisign, (a) the iDefense API for the purposes of accessing and using the Content; and (b) the Content for the management and protection of Customer’s networks, systems and assets, which includes the right to distribute the Content to Distributees, provided such Distributees are aware of, and agree to, the restrictions relating to the Content set forth herein.

 

2.3 Verisign License Grant – iDefense Threat Indicator API. If selected by Customer, during the Term Reseller grants to Customer and Customer accepts, a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable right and license for the iDefense Authorized Users to access and use, solely in accordance with the terms and conditions herein and any applicable instructions or documentation provided by Reseller and/or Verisign, (a) the iDefense Threat Indicator API for the purposes of viewing and accessing the Threat Indicator Content; and (b) the Threat Indicator Content for the management and protection of Customer’s networks, systems and assets, which includes the right to distribute the Threat Indicator Content to Distributees, provided such Distributees are aware of, and agree to, the restrictions relating to the Threat Indicator Content set forth herein.

 

2.4 Verisign License Grant – iDefense Vulnerability API. If selected by Customer, during the Term Reseller grants to Customer and Customer accepts, a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable right and license for the iDefense Authorized Users to access and use, solely in accordance with the terms and conditions herein and any applicable instructions or documentation provided by Reseller and/or Verisign, (a) the iDefense Vulnerability API for the purposes of viewing and accessing the Vulnerability Content; and (b) the Vulnerability Content for the management and protection of Customer’s networks, systems and assets, which includes the right to distribute the Vulnerability Content to Distributees, provided such Distributees are aware of, and agree to, the restrictions relating to the Vulnerability Content set forth herein.

 

2.5 iDefense Analyst Service. If selected by Customer, Customer may request additional information pertaining to the CIRs by submitting an RFI to Verisign via email or the Customer Portal (when available). Verisign may, in its reasonable  discretion, decline to respond to an RFI if such RFI requires extensive research or is not consistent with Verisign’s business and/or security practices or does not fall within the CIRs. Although Customer may submit an RFI by email at any time, responses will typically occur only during iDefense business hours which are 9:00 a.m. – 6:00 p.m. EST, Monday through Friday. 

 

2.6 iDefense Focused Intelligence Reports. If selected by Customer, Customer may request more in-depth research pertaining to the CIRs and/or Customer’s industry via email or the Customer Portal (when available). Verisign may, in its reasonable  discretion, decline to respond to an RFI if such RFI is not consistent with Verisign’s business and/or security practices or if such RFI would be considered illegal or unethical. 

 

3. Customer Support. Customer may contact Verisign Customer Support by telephone and by email on a 24x7 basis for technical support and assistance related to the iDefense Services and iDefense Customer Portal. 

 

4. Restrictions. Customer shall not (a) attempt to create a substitute service or product through the use of the iDefense Security Intelligence Services; (b) permit either direct or indirect use of the iDefense Security Intelligence Services by any third party; (c) except as set forth herein, transfer, distribute or sell any of the iDefense Security Intellitence Services (including the Content) or any copy thereof to any customer, end-user, or other third party or display copies of all or any portion of the Content; (d) use the Content to provide services to any third party; (e) copy the Content (except a reasonable number of copies may be made and retained by Customer for backup purposes only), or allow others to copy the Content, (f) alter the Content in any way without the written consent of Verisign; or (g) create derivative works of the Content; (h) modify, disassemble, decompile, reverse engineer, create derivative works of, or make any other attempt to discover or obtain the source code for any of the software or systems which deliver the iDefense Seucirty Intelligence Services incuding, but not limited to, the iDefenese Customer Portal and any of the APIs; (i) combine any software with any code or software licensed under the GNU General Public License (“GPL”) or any other open source license, in any manner that could cause, or could be interpreted or asserted to cause, such software (or any modifications thereto) to become subject to the terms of the GPL or such other open source license. In the event modifications are made to the iDefense Security Intelligence Services or Verisign Works by anyone other than Verisign or its authorized subcontractors (which shall not include Customer), any and all warranties and indemnifications with respect to the iDefense Security Intelligence Services or any portion thereof shall immediately terminate. 

 

5.  Customer Obligations. Customer shall (a) be responsible for (i) appointing iDefense Authorized User(s) to access the iDefense Customer Portal and/or iDefense API; (ii) ensuring that its iDefense Authorized Users keep their usernames, passwords and the iDefense API Key confidential and comply with the applicable terms of the Agreement; (iii) removing iDefense Authorized Users who leave Customer’s organization or who otherwise no longer require access to the iDefense Customer Portal and/or iDefense API; (iv) all actions of the iDefense Authorized Users and Distributees as if such actions were those of Customer; (b) all actions occurring through the use of its connections to Verisign’s systems (c) delete, correct make in accessible any Content promptly upon written notice from Verisign if Verisign determines, in its sole but reasonable discretion, that such Content contains errors, or is, or could be subject to a claim that it infringes any right of any person or entity; (e) operate and maintain its systems that interface with Verisign’s systems; and (f) keep its connections to Verisign’s systems secure (including safeguarding user credentials) and immediately notify Verisign of any breach of security related to such connections.

 

6. Customer Warranties. Customer represents, warrants and covenants that (a) it will comply with all applicable laws and regulations governing the use of the iDefense Security Intelligence Services, (b) it is not and will not become a Restricted Customer. If Customer breaches any of the foregoing representations, warranties or covenants, Reseller may immediately terminate the VTAD upon written notice to Customer, and Verisign may immediately terminate providing any or all of the iDefense Security Intelligence Services to Customer in addition to any other rights that Verisign may have under the Agreement or at law or equity.

 

6. No Right of Indemnification Against Verisign or Reseller. Customer acknowledges and agrees that it shall have no right to seek, and shall not seek, any indemnification from Verisign or from Reseller with respect to the iDefense Security Intelligence Service.

 

7. Modification or Discontinuation of Services. Reseller may, in its sole discretion, (a) modify all or a part of the iDefense Security Intelligence Service (except with respect to an API) upon ninety (90) days prior written notice; (b) modify or discontinue any, all, or a part of the iDefense Security Intelligence Services immediately if necessary to comply with the law or regulations or court or governmental order, decision or directive; (c) modify an API upon one hundred and twenty (120) days prior written notice. Customer acknowledges and agrees that (i) neither Verisign nor Reseller will not support the previous versions of the API; and (ii) Customer is responsible for connecting to the modified API in order to continue receiving the applicable Content.    

 

8. DISCLAIMERS. THE SERVICES ARE PROVIDED “AS IS,” “WHERE IS,” AND “AS AVAILABLE” AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, RESELLER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNBESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE. NEITHER RESELLER NOR VERISIGN SHALL BE LIABLE FOR CUSTOMER’S ACTION, OR FAILURE TO ACT, IN RELIANCE ON ANY INFORMATION FURNISHED AS PART OF THE CONTENT. CUSTOMER IS SOLELY RESPONSIBLE FOR MAINTAINING THE SECURITY OF ITS NETWORK AND COMPUTER SYSTEMS. NEITHER RESELLER NOR VERISIGN REPRESENTS, WARRANTS, OR GUARANTEES THAT (A) SECURITY THREATS, MALICIOUS CODE AND/OR VULNERABILITIES WILL BE IDENTIFIED; OR (B) THE iDEFENSE SERVICES WILL RENDER CUSTOMER’S NETWORK AND SYSTEMS SAFE FROM MALICIOUS CODE, INTRUSIONS, OR OTHER SECURITY BREACHES; (C) EVERY VULNERABILITY ON EVERY TESTED SYSTEM OR APPLICATION WILL BE DISCOVERED; (D) THERE WILL BE NO FALSE POSITIVES; OR (E) THAT THE CONTENT WILL BE ACCURATE, RELIABLE OR ACTIONABLE. 

 

9.   Compliance with Law, Export Requirements, Foreign Reshipment Liability, Anti-Bribery

9.1 Each party agrees that it shall comply with all applicable federal, state and local laws, regulations, and export requirements in connection with its performance under this Agreement. Regardless of any disclosure made by Customer to Reseller of an ultimate destination of any software, hardware, or technical data acquired from Reseller and, notwithstanding anything contained in this VTAD to the contrary, Customer will not modify, export, or re-export, either directly or indirectly, any software, hardware, or technical data, or portions thereof, without first obtaining any and all necessary licenses from the United States government or agencies thereof or any other country that requires an export license or other governmental approval at the time of modification, export, or re-export. Reseller shall have the right to suspend performance of any of its obligations under this VTAD, without prior notice and without liability if Customer fails to comply with this Section 9.1.

9.2 Customer represents and warrants that (a) it is aware of, understands and will comply with the provisions of the U.S. Foreign Corrupt Practices Act (the “FCPA”) and the U.K. Bribery Act, as applicable (collectively, the “Acts”); (b) it will not take any action that might be a violation of the Acts or other applicable anti-corruption Laws that prohibit the same type of conduct; (c) it has, and will have, policies in place sufficient to ensure compliance with the provisions of the FCPA and U.K. Bribery Act, as applicable; (d) Customer and its Affiliates, in the exercise of their rights and the performance of their obligations under this VTAD, or in connection with any transaction contemplated or authorized by this VTAD, have not, and shall not, pay or give, offer or promise to pay or give, or authorize any third party to pay or give, any money or any other thing of value directly or indirectly for the purpose of unfairly obtaining or retaining any business or securing any other unfair advantage to:  (i) any government official or government employee (including any official or employee of a state-owned commercial enterprise or public international organization; (ii) any political party or officer or employee of any political party; (iii) any candidate for political office; (iv) any officer or employee of any customer or potential customer; or (v) any other person, firm, corporation or other entity at the suggestion, request or direction of, or for the benefit of, any of the foregoing persons or entities; (vi) all amounts paid to Reseller by Customer hereunder, including, but not limited to, any discounts or credits furnished by Reseller, if any, shall not be paid or given to any other person, firm, corporation or other entity, except in payment for a bona fide business purposes authorized by this VTAD and incurred in connection with the performance of services hereunder in accordance with applicable Law. Reseller acknowledges that any violation of this Section 9.2, or any formal allegation brought by a government agency charged with enforcement of anti-corruption Laws that Customer is involved in a violation of any applicable anti-corruption law involving or related to this VTAD, would be a material breach of this VTAD, giving Reseller the right to terminate the VTAD immediately without any liability owed by Reseller.

 

10. Payment of Fees and Taxes.

 

10.1 Suspension of Services for Nonpayment.  Notwithstanding anything in the VTAD to the contrary, Customer acknowledges and agrees that (i) Reseller pays Verisign fees with respect to the Verisign iDefense Security Intelligence Services only after Customer has paid the corresponding fees to Reseller; (ii) Verisign may suspend performance of and/or access to any or all of the Verisign iDefense Security Intelligence Services, discontinue the provision of any or all of the Verisign iDefense Security Intelligence Services, or terminate a Service Order Form in its entirety for non-payment or repeated late payment of the fees upon providing twenty four (24) hours prior written notice (which may be via email) of its intent to do so; (iii) Reseller may direct Verisign to suspend performance of and/or access to the Verisign iDefense Security Intelligence Services, or terminate this VTAD for non-payment or repeated late payment of the fees or failure to submit a purchase order; (iv) Customer shall be liable for any reasonable attorneys’ fees or collection agency fees incurred by Reseller in connection with Customer’s non-payment of any fees hereunder. In addition to any other remedies Verisign or Reseller may have under this VTAD, or a Service Order, Customer will be responsible and reimburse and indemnify Reseller for any and all costs, expenses and fees associated with efforts to collect unpaid amounts including, but not limited to, third party collection agency fees and reasonable attorneys’ fees.  Verisign and Reseller shall have no liability in the event Verisign or Reseller suspends performance of and/or access to the Verisign iDefense Security Intelligence Services or terminates a Service Order for non-payment or repeated late payment of the fees as described above.

 

10.2 Costs, Expenses, Taxes.  Except as expressly provided herein or agreed to in writing by Reseller, each Party shall pay all costs and expenses incurred in the performance of its obligations under this VTAD.  All payments to Reseller shall be in United States Dollars and Customer shall pay, indemnify and hold Reseller and Verisign harmless from (a) Taxes; and (b) Government Fees.  The fees stated are exclusive of any applicable Taxes and Government Fees. All Taxes and Government Fees shall be borne by Customer and shall not be considered a part of, a deduction from, or an offset against such fees.  All payments due to Reseller shall be made without any deduction nor withholding on account of any Taxes or Government Fees except as required by applicable law, in which case the sum payable by Customer from which such deduction or withholding is to be made shall be increased to the extent necessary to ensure that, after making such deduction or withholding, Reseller receives and retains (free from any liability) a net sum equal to the sum it would have received but for such deduction or withholding being required. Customer shall provide Reseller with an applicable exemption certificate, direct pay permit, or other exempt entity documentation, prior to billing of Verisign iDefense Intelligent Security Services.  If a validly executed certificate is not provided to Reseller in fulfillment of such requirement prior to billing of the Verisign iDefense Intelligent Security Services, then Customer will be responsible for penalties or interest resulting from such failure.  Customer shall be responsible for any sales and use taxes due to a taxing jurisdiction on applicable products and services billed where Reseller is not required by law to collect sales and use taxes.    

 

10.3 Fees.  Customer acknowledges and agrees that the fees with respect to the Verisign iDefense Intelligent Security Services change from time-to-time without notice, and the fees with respect to any renewal period or new order will be the then-current fees applicable on the date of such renewal or new order.

 

 

 

11. Indemnification.

 

11.1 Customer’s Indemnification Obligations. Customer shall indemnify, defend and hold harmless Reseller and its officers, directors, agents, employees, contractors, suppliers, successors and assigns (each a “Reseller Party” and collectively, the “Reseller Parties”) from and against any and all third party claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), judgments, and costs and expenses (including reasonable attorneys’ fees and expenses) incurred by any Reseller Party arising out of, or directly or indirectly relating to (a) the gross negligence or willful misconduct of Customer, its officers, directors, employees, agents, contractors, successors or assigns (each a “Customer Party” and collectively, the “Customer Parties”) in the performance of this VTAD; and (b) any Customer Party’s breach of this VTAD; (c) Verisign’s or Reseller’s discontinuance or suspension of performance of and/or access to any Verisign iDefense Intelligence Security Services or termination of a Service Order for (i) non-payment or repeated late payment of the fees by Customer; or (ii) Customer’s breach or alleged breach of the VTAD; (d) Customer’s breach or alleged breach of the VTAD; (e) any Customer Party’s knowing failure to comply with the Acceptable Use Policy; (f) action taken, or in action, by either Reseller or Verisign in connection with the Acceptable Use Policy; and (g) use or failure of Customer’s services.

 

11.2 Indemnification Process. The indemnified party shall promptly notify the indemnitor of any claim for indemnity by providing written notice. The indemnitor shall have the right to solely control and bear full responsibility for the defense of such claim (including any settlements); provided however, that: (i) the indemnitor shall keep the indemnitee informed of, and consult with the indemnitee in connection with the progress of such litigation or settlement; (ii) the indemnitor shall not have any right, without the indemnitee’s written consent, which consent shall not be unreasonably withheld, to settle any such claim if such settlement arises from or is part of any criminal action, suit or proceeding or contains a stipulation to or admission or acknowledgment of, any liability or wrongdoing (whether in contract, tort or otherwise) on the part of the indemnitee, or requires any specific performance or non-pecuniary remedy by the indemnitee; and (iii) the indemnitee shall have the right to participate in the defense of a claim with counsel of its choice at its own expense.

 

12. Term; Termination

 

12.1 The term of this VTAD shall commence upon the Effective Date and unless terminated pursuant to the terms herein, will continue for the number of months set forth in the Service Order (the “Initial Term”). 

 

12.2  Renewals and Termination for Convenience.  Upon expiration of the Initial Term, this VTAD will automatically continue for additional periods set forth in the Service Order (each, a “Renewal Term” and, together with the Initial Term, the “Term”) unless either party provides written notice to the other party one hundred and twenty (120) days prior to the end of the Initial Term or then Renewal Term of its intent to terminate this VTAD.  Each party waives any right it may have to receive any compensation or reparations on termination or expiration of this VTAD under the law of any jurisdiction, other than as expressly provided in this VTAD. Additionally, in the event that the Reseller Agreement between Verisign and Reseller under which Verisign’s Services are resold to Customer is terminated for any reason, then this VTAD shall immediately terminate unless otherwise explicitly agreed to in writing by Verisign.  Customer acknowledges that Verisign may terminate at any time and for any or no reason Reseller’s right to resell or otherwise make the Verisign iDefense Intelligent Security Services available  Notwithstanding anything in this VTAD to the contrary, Reseller may terminate this VTAD upon sixty (60) days’ prior written notice in the event Verisign terminates its agreement with Reseller.

 

12.3 Termination for Material Breach. Either Party may terminate this VTAD or any Service Order by providing written notice to the other party in the event of a material breach by such other party and a failure to cure such material breach within a period of sixty (60) days following receipt of written notice specifying that the same has occurred.

 

12.4  Insolvency. Either Party, to the extent permitted by applicable Law, may terminate this VTAD immediately upon (a) the institution of any proceedings by or against the party seeking relief, reorganization or arrangement under any laws relating to insolvency, which proceedings are not dismissed within thirty (30) days; (b) an assignment for the benefit of creditors, or the appointment of a receiver, liquidator or trustee, of any of the other party's property or assets; or (c) the liquidation, dissolution or winding up of the other party's business.

 

12.5 Effects of Termination

12.5.1  Expiration; Termination for Convenience.  In the case of expiration of this VTAD or termination for convenience pursuant to Section 10.2 above, all existing Service Order will remain in effect through the Initial Term or Renewal Term, as applicable, and the applicable terms and conditions of this VTAD will continue to apply to the Service Order and their corresponding VTAD; provided, however, that Customers acknowledges Reseller’s intent not to continue providing the Verisign iDefense Intelligent Security Services after expiration of the Initial Term or Renewal Term, as applicable.

 

12.5.2 Termination by Reseller.  In the case of termination of this VTAD by Reseller pursuant to Sections 10.3 or 10.4 above, Reseller, at its sole option, may elect to (a) have all or a portion of the Service Order immediately terminate; or (b) have such Service Order remain in effect through the Initial Term or then current Renewal Term, as applicable.  In the event Reseller terminates a Service Order pursuant to this Section 10.5.2, any license grant to Customer under the corresponding VTAD shall immediately terminate, and Customer must cease making use of the Verisign iDefense Intelligent Security Services under the corresponding VTAD.  In such latter case, the applicable terms of this VTAD will continue to apply to Service Orders and their corresponding VTADs; provided, however, that Customer acknowledges and Reseller’s intent not to continue providing the Verisign iDefense Intelligent Security Services after expiration of the Initial Term or current Renewal Term, as applicable. 

 

12.5.3 General. Upon the expiration or termination of this VTAD (a) Customer shall cease using the Verisign iDefense Intelligent Security Services, and (b) the rights to use the iDefense Security Intelligence Services and the Content will immediately terminate, and (c) Customer will use commercially reasonable efforts to uninstall and destroy all hard copies of the Content.

 

 Any expiration or termination shall not discharge any obligation to make payments which have accrued or are due as of the effective date of such expiration or termination.

 

12.5.4  Customer Transition.  Any termination (for any reason), expiration or non-renewal of Reseller’s services (other than expiration or non-renewal of the Verisign iDefense Intelligent Security Services) shall not relieve Customer of its obligations to continue to pay fees to Reseller with respect to the Verisign iDefense Intelligent Security Services, unless, and solely to the extent: (i) Customer enters into an agreement with Verisign with respect to the Verisign iDefense Intelligent Security Servicess; and (ii) Verisign agrees in writing to relieve Reseller of its remaining payment obligations with respect to such Verisign iDefense Intelligent Security Services.

 

13. Acceptable Use Policy

 

13.1 Prohibited Activities.  Customer shall not undertake, attempt to undertake, the following prohibited activities: (a) Hacking, pinging, flooding, mail bombing, or denial of service attacks or any other activities that disrupt the use of or interfere with the ability of others to effectively use any network, system, service or equipment; (b) engaging in or promoting instructional information about fraudulent or illegal activities (including online gambling in all forms regardless of whether it violates applicable laws) infringing or misappropriating third party Intellectual Property Rights (including Software Piracy), violating privacy, publicity or any other personal rights of others, collecting, advertising, transmitting, storing, posting, displaying, uploading or otherwise making available child pornography or any other obscene speech or material or using the network of Verisign or its vendors (as the case may be) to do so; (c) engaging in any activity, whether lawful or unlawful, that Verisign determines may damage the operations, reputation, goodwill, or customer relations of Verisign;  (d) sending unsolicited bulk and/or commercial electronic messages, viruses, worms or Trojan horses; (e) forging, deleting or misrepresenting message headers, return addresses or Internet protocol addresses or otherwise manipulating identifiers, whether in whole or in part, in order  to disguise the originator of the message; (f) promoting physical harm or injury against any group or individual; (g) providing material support or resources (or conceal or disguise the nature, location, source or ownership of material support or resources) to any organization(s) designated by the United States government as foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act; or (h) advertising, transmitting, providing or otherwise making available any software, program, product, service, capability or information that is designed to facilitate a violation of this Acceptable Use Policy.  Customer shall take reasonable steps to ensure that any third party whom Customer permits to use Customer’s services shall not undertake or attempt to undertake any of the prohibited activities listed below. 

 

13.2 Customer Acknowledgements.  Customer acknowledges and agrees that (a) information reaching the facilities of Verisign or its vendors may have originated from a customer of Customer, or from another third party and that, as a result, Verisign or its vendors, as the case may be, may request Customer to take reasonable action against its customers directly to prevent a breach of the Acceptable Use Policy; and (b) where required by law, Verisign may notify law enforcement agencies when it becomes aware of any illegal activities on or being transmitted through the network of Verisign. 

 

13.3  Verisign’s Rights.  If Reseller determines, in its sole discretion or upon consultation with Verisign, or Verisign determines, it is sole discretion, that Customer has failed to comply with any provision of this Section 13 or has undertaken or attempted to undertake any of the prohibited activities described herein, Customer agrees that Reseller and/or Verisign may immediately take corrective action which includes, but is not limited to, suspension of the Verisign iDefense Intelligence Security Services and/or termination of this VTAD upon twenty four (24) hours notice (which may be via email). Such corrective action is in addition to any other rights of Verisign under this VTAD  or the law.  Verisign may provide Customer with notice that Verisign intends to take action under this Section 13.3 but is not required to do so.  Verisign may, in its sole discretion, change or update this Acceptable Use Policy at any time by providing notice to Customer via email.  The updated Acceptable Use Policy shall be deemed to replace the prior version thirty (30) calendar days after Customer’s receipt of such email.  Customer shall cooperate with Verisign and/or its vendors in any corrective or preventive action that either Verisign or its vendors deem necessary.  

 

14. Compliance with Law, Export Requirements.  Each party agrees that it shall comply with all applicable federal, state and local laws, regulations, and export requirements in connection with its performance under this Agreement.  Regardless of any disclosure made by Customer to Reseller of an ultimate destination of any software, hardware, or technical data acquired from Reseller and, notwithstanding anything contained in this VTAD to the contrary, Customer will not modify, export, or re-export, either directly or indirectly, any software, hardware, or technical data, or portions thereof, without first obtaining any and all necessary licenses from the United States government or agencies thereof or any other country that requires an export license or other governmental approval at the time of modification, export, or re-export.  Reseller shall have the right to suspend performance of any of its obligations under this VTAD, without prior notice and without liability if Customer fails to comply with this Section 14.

15. Anti-Bribery.  Customer represents and warrants that (a) it is aware of, understands and will comply with the provisions of the U.S. Foreign Corrupt Practices Act (the “FCPA”) and the U.K. Bribery Act, as applicable (collectively, the “Acts”); (b) it will not take any action that might be a violation of the Acts or other applicable anti-corruption Laws that prohibit the same type of conduct; (c) it has, and will have, policies in place sufficient to ensure compliance with the provisions of the FCPA and U.K. Bribery Act, as applicable; (d) Customer and its Affiliates, in the exercise of their rights and the performance of their obligations under this VTAD, or in connection with any transaction contemplated or authorized by this insert name of Reseller’s agreement, have not, and shall not, pay or give, offer or promise to pay or give, or authorize any third party to pay or give, any money or any other thing of value directly or indirectly for the purpose of unfairly obtaining or retaining any business or securing any other unfair advantage to:  (i) any government official or government employee (including any official or employee of a state-owned commercial enterprise or public international organization; (ii) any political party or officer or employee of any political party; (iii) any candidate for political office; (iv) any officer or employee of any customer or potential customer; or (v) any other person, firm, corporation or other entity at the suggestion, request or direction of, or for the benefit of, any of the foregoing persons or entities; (vi) all amounts paid to Reseller by Customer hereunder, including, but not limited to, any discounts or credits furnished by Reseller, if any, shall not be paid or given to any other person, firm, corporation or other entity, except in payment for a bona fide business purposes authorized by this VTAD and incurred in connection with the performance of services hereunder in accordance with applicable Law. Reseller acknowledges that any violation of this Section 15, or any formal allegation brought by a government agency charged with enforcement of anti-corruption Laws that Customer is involved in a violation of any applicable anti-corruption law involving or related to this VTAD, would be a material breach of this VTAD, giving Reseller the right to terminate the VTAD immediately without any liability owed by Reseller.

 

16.  Survival of Terms.  The following provisions shall survive any expiration or termination of this VTAD:  Sections 1, 4, 5, 6, 8, 9.2, 10, 12, 13, 14, 15, 16, 17 and any other provisions of this VTAD which, by their nature, were intended by the Parties to survive any expiration or termination of this Agreement.

 

17.  Miscellaneous Provisions

 

17.1     Governing Law. This VTAD shall be governed by, construed, and enforced in all respects in accordance with the laws of the state of California, United States of America, excluding its conflict of laws rules. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this VTAD. For all disputes arising out of or related to this Agreement, the parties submit to the non-exclusive subject matter jurisdiction, personal jurisdiction and venue of the courts located in San Francisco, California and hereby waive any objection to the jurisdiction and venue of such courts.

 

17.2  Export Control. Regardless of any disclosure made by Customer to Reseller of an ultimate destination of any software, hardware, or technical data acquired from Verisign or Reseller and, notwithstanding anything contained in this VTAD to the contrary, Customer will not modify, export, or re-export, either directly or indirectly, any software, hardware, or technical data, or portions thereof, without first obtaining any and all necessary licenses from the United States government or any other country that requires an export license or other governmental approval at the time of modification, export, or re-export. Reseller shall have the right to suspend performance of any of its obligations under this VTAD, without prior notice and without liability if Customer fails to comply with this Section 17.3.

 

17.3  Force Majeure. Except with respect to Customer’s payment obligations, neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder (excluding payment obligations) due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, boycott or other events beyond the reasonable control of such party; provided, however, that the party relying upon this provision: (a) gives prompt written notice thereof, and (b) takes all steps reasonably necessary to mitigate the effects of the Force Majeure Event; and, provided further, that in the event a Force Majeure Event extends for a period in excess of sixty (60) days in the aggregate, either party may immediately terminate this VTAD or the upon written notice to the other party.

 

17.4 Order of Precedence.  In the event of a conflict between this VTAD and any Service Order, the terms of the Service Order shall govern to the extent of such conflict, but only in regard to the specific Verisign iDefense Intelligence Security Services provided under that Service Order.